Common use of Termination without Cause or Resignation for Good Reason in Connection with a Change of Control Clause in Contracts

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, and the termination is in Connection with a Change of Control, then, subject to Section 8, Executive will receive: (i) a lump sum payment in an amount equal to 100% of the aggregate of Executive’s annual Base Salary plus the Target Annual Incentive for the year in which the termination occurs (less applicable tax withholdings); (ii) each of Executive’s then outstanding unvested stock options and any other equity awards (other than any awards that vest based on performance), shall partially accelerate and become vested and exercisable for a number of shares that would have otherwise vested within the twenty-four (24) months following such termination of employment; (iii) a period of not less than six (6) months to exercise any vested stock options that were granted to Executive by the Company on or after the date of this Agreement (provided that such options shall expire, if earlier, on the date when they would have expired if Executive’s employment had not terminated); and (iv) if Executive validly elects to continue coverage under COBRA, reimbursement for premiums paid for continued health benefits for the Executive (and any eligible dependents) under the Company’s health plans, payable when such premiums are due until the earlier of (A) twelve (12) months or (B) the date upon which Executive and Executive’s eligible dependents become covered under similar plans. The severance payment under this Subsection (b) shall be made within five (5) business days after Executive’s employment terminates, except that such payment shall in no event be made prior to the earliest date permitted by Section 409A(a)(2) of the Code. If such payment must be delayed, as determined by the Company, then such payment shall be made on the earliest practicable date permitted by Section 409A(a)(2) of the Code.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, in either case during the Term or any duly authorized extension thereof (as set forth in Section 9 below), and the termination is in Connection with a Change of Control, then, subject to Section 8Sections 3, 5 and 6, Executive will receive: (i) twelve (12) months of Executive’s base salary, as in effect immediately prior to the date of termination, payable in a lump sum payment in an amount equal to within thirty (30) days of the Release Effective Date, (ii) 100% of the aggregate average of Executive’s annual Base Salary plus two (2) most recent actual cash bonuses under the Target Annual Incentive Company’s executive bonus plan for the two (2) fiscal years prior to the year in which the termination occurs (less applicable tax withholdings); (ii) each of Executive’s then outstanding unvested stock options and any other equity awards termination occurs, payable in a lump sum payment within thirty (other than any awards that vest based on performance)30) days of the Release Effective Date, shall partially accelerate and become vested and exercisable for a number of shares that would have otherwise vested within the twenty-four (24) months following such termination of employment; (iii) a period of not less than six (6) months to exercise any vested stock options that were granted to Executive by pro-rata target bonus under the Company on or after Company’s executive bonus plan for the date of this Agreement (provided that such options shall expire, if earlier, on the date when they would have expired if fiscal year in which Executive’s employment had not terminated); and termination occurs, payable in a lump sum payment within thirty (30) days of the Release Effective Date, (iv) if Executive validly elects to continue coverage under COBRA, reimbursement for premiums paid for continued health benefits COBRA Benefits for the Executive (and any Executive’s eligible dependents) dependents under the Company’s health plansbenefit plans for twelve (12) months following Executive’s termination of employment, payable when such premiums are due, or, at the Company’s sole discretion, in a one-time lump sum payment when such premiums are first due until the earlier of (A) twelve (12) months or (B) the date upon which provided Executive and Executive’s eligible dependents become covered validly elect to continue coverage under similar plans. The severance payment under this Subsection applicable law), and (bv) shall be made within five (5) business days after full accelerated vesting with respect to Executive’s employment terminatesthen outstanding, except unvested equity awards that such payment were granted to Executive on or prior to the date hereof or during the Term (or any duly authorized extension thereof). For purposes of clarification, any subsequent determination by the Board or Compensation Committee of the Board to reduce the amount of acceleration following the term of this Agreement shall in no event be not affect any grants of equity awards made prior to the earliest date permitted by Section 409A(a)(2) expiration of the Code. If such payment must be delayed, as determined term unless otherwise agreed to in writing by the Company, then such payment shall be made on the earliest practicable date permitted by Section 409A(a)(2) of the CodeExecutive.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, and the termination is in Connection with a Change of Control, then, subject to Section 88 and Section 7(d) below, Executive will receive: (i) in a lump sum payment on the ninety-sixth (96th) day following Executive’s termination of employment: (A) an amount equal to twenty-four (24) months of Executive’s Base Salary for the year in which the termination occurs (subject to applicable tax withholdings); and (B) an amount equal to 100% of the aggregate of Executive’s annual Base Salary plus the Target Annual Incentive for the year in which the termination occurs (less subject to applicable tax withholdings); (ii) each an amount equal to the current year’s Target Annual Incentive pro-rated to the date of termination, with such pro-rated amount to be calculated by multiplying the current year’s Target Annual Incentive by a fraction with a numerator equal to the number of days inclusive between the start of the current calendar year and the date of termination and a denominator equal to 365; (iii) 100% of Executive’s then outstanding unvested stock options and any other equity awards (other than any awards that vest the award of performance-based on performance), shall partially accelerate and become vested and exercisable for a number of shares that would have otherwise vested within the twenty-four (24) months following such termination of employment; (iii) a period of not less than six (6) months to exercise any vested restricted stock options that were units granted to Executive by on August 15, 2008, which instead will be subject to the Company on or after terms of such grant, including without limitation the date provisions regarding vesting following a change of this Agreement (provided that such options shall expirecontrol and in connection with certain terminations of employment) will vest, if earlier, on the date when they would have expired if Executive’s employment had not terminated); and (iv) if Executive validly elects to continue coverage under COBRA, reimbursement for premiums paid for continued health benefits for the Executive (and any eligible dependents) under the Company’s health plansplans until the earlier of (A) eighteen (18) months, payable when such premiums are due until the earlier of (A) twelve (12) months provided Executive validly elects to continue coverage under COBRA), or (B) the date upon which Executive and Executive’s eligible dependents become covered under similar plans. The severance payment under this Subsection , and (bv) shall be made within five (5) business days after Executive’s employment terminates, except that such payment shall transitional outplacement benefits in no event be made accordance with the policies and guidelines of the Company as in effect immediately prior to the earliest date permitted by Section 409A(a)(2) Change of the Code. If such payment must be delayed, as determined by the Company, then such payment shall be made on the earliest practicable date permitted by Section 409A(a)(2) of the CodeControl.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or by if Executive resigns for Good Reason, and the termination is in Connection with Reason within twelve (12) months following a Change of ControlControl that occurs more than ninety days following the Effective Date but less than 1096 days following the Effective Date, then, subject to Section 8, Executive will receive: (i) a lump sum payment in an amount equal to one hundred percent (100% of the aggregate of Executive’s annual Base Salary plus the Target Annual Incentive for the year in which the termination occurs (less applicable tax withholdings); (ii%) each of Executive’s then outstanding unvested stock options and equity awards granted pursuant to the Company’s 2007 Stock Plan or any other equity awards (other than any awards that incentive plan approved by the Board shall vest based on performance), shall partially accelerate and become vested and exercisable for a number as of shares that would have otherwise vested within the twenty-four (24) months following date of such termination of employmenttermination/resignation; (iiiii) a period of not less than Executive will receive severance benefits in an amount equal to six (6) months to exercise any vested stock options that were granted to Executive by the Company on or after the date of this Agreement (provided that such options shall expire, if earlier, on the date when they would have expired if Executive’s Base Salary in the form of salary continuation following Executive’s termination of employment had not terminatedin accordance with the Company’s normal payroll practices (such amount being referred to herein as the “Severance Payment” and such period over which the Severance Payment is made being referred to herein as the “Severance Period”); and (iviii) if Executive validly elects to continue coverage under COBRA, reimbursement for premiums paid for continued the group health benefits continuation coverage premiums for the Executive (and any eligible dependents) under the Company’s health plans, payable when such premiums are due until the earlier of (A) twelve (12) months or (B) the date upon which Executive and Executive’s eligible dependents become covered under similar plansthe Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) so as to provide Executive and Executive’s eligible dependents the same level of benefits to the same extent as in effect on the date of Executive’s termination through the lesser of (A) six (6) months from the effective date of such termination, (B) the date Executive and Executive’s eligible dependents are no longer eligible to receive continuation coverage pursuant under COBRA; provided, however, that Executive will be solely responsible for electing such coverage within the required time periods. The severance payment under this Subsection Executive must provide Company with written notice of Executive’s new position within ten (b) shall be made within five (510) business days after Executive’s employment terminatesof starting any such position, except that such payment or Executive shall in no event forfeit the remainder of the Severance Payments to be made prior pursuant to the earliest date permitted by this Agreement. Any benefits or payments provided under this Section 409A(a)(27(b) of the Code. If such payment must are in lieu of, and not in addition to, any benefits or payments that otherwise might be delayed, as determined by the Company, then such payment shall be made on the earliest practicable date permitted by payable under Section 409A(a)(2) of the Code7(a).

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, and the termination is in In Connection with a Change of Control, then, provided that the termination of Executive’s employment constitutes a Separation from Service, subject to Section 8, Executive will receive: (i) a lump sum payment in an amount equal to 100% two hundred percent (200%) of the aggregate sum of Executive’s annual Base Salary plus the Target and Executive’s Average Annual Incentive for the year in which the termination occurs Bonus (less applicable tax withholdings); (ii) payout of his pro-rata bonus for the fiscal year of the Company in which termination occurs provided the Company bonus targets are satisfied, such amount to be paid in one lump sum on or before March 15th of the succeeding fiscal year; (iii) each of Executive’s then outstanding unvested stock options and any other equity awards (other than any awards, including awards that would otherwise vest based on performance)only upon satisfaction of performance criteria, shall partially fully accelerate and become vested with (and exercisable settled within ten (10) days following vesting) respect to one hundred percent (100%) of the shares subject thereto, provided, that the performance criteria of any awards that would otherwise vest only upon satisfaction of performance criteria shall be deemed achieved at target levels unless the applicable grant documents or transaction documents provide for a number of shares that would have otherwise vested within the twenty-four (24) months following such termination of employment; (iii) a period of not less than six (6) months to exercise any vested stock options that were granted to Executive by the Company on or after the date of this Agreement (provided that such options shall expire, if earlier, on the date when they would have expired if Executive’s employment had not terminated)higher amount; and (iv) if Executive validly elects to continue coverage under COBRA, reimbursement for premiums paid for continued health benefits for the Executive (and any eligible dependents) under the Company’s health plans, payable when such premiums are due until the earlier of (A) twelve eighteen (1218) months or (B) the date upon which Executive and Executive’s eligible dependents become covered under similar plans. The Subject to Sections 8 and 9, the accelerated vesting described in subsection (iii) above shall be effective immediately as of the date on which Executive’s separation agreement and release of claims described in Section 8(a) may be revoked has expired, and any severance payment under this Subsection described in (bi) above shall be made within five made, and commence in the case of (5iv), on the later of the sixtieth (60th) business days day after Executive’s employment terminates, except that such payment shall in no event be made prior to Separation from Service or the earliest date permitted by Section 409A(a)(2) consummation of the Code. If such payment must be delayed, as determined by the Company, then such payment shall be made on the earliest practicable date permitted by Section 409A(a)(2) Change of the CodeControl.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, in either case during the Term or any duly authorized extension thereof (as set forth in Section 9 below), and the termination is in Connection with a Change of Control, then, subject to Section 8Sections 3, 5, and 6, Executive will receive: (i) a lump sum payment twelve (12) months of Executive’s base salary, as in an amount equal effect immediately prior to the date of termination, (ii) 100% of the aggregate of Executive’s annual Base Salary plus target cash bonus under the Target Annual Incentive Company’s Senior Leadership Plan for the fiscal year in which the termination occurs (less applicable tax withholdings); (ii) each of Executive’s then outstanding unvested stock options and any other equity awards (other than any awards that vest based on performance)termination occurs, shall partially accelerate and become vested and exercisable for a number of shares that would have otherwise vested within the twenty-four (24) months following such termination of employment; (iii) a period of not less than six (6) months to exercise any vested stock options that were granted to Executive by the Company on or after the date of this Agreement (provided that such options shall expire, if earlier, on the date when they would have expired if Executive’s employment had not terminated); and (iv) if Executive validly elects to continue coverage under COBRA, reimbursement for premiums paid for continued health benefits COBRA Benefits for the Executive (and any Executive’s eligible dependents) dependents under the Company’s health plansbenefit plans for twelve (12) months following Executive’s termination of employment or (y) such earlier date that Executive and Executive’s eligible dependents are covered under another policy, payable when such premiums are due until the earlier of (A) twelve (12) months or (B) the date upon which provided Executive and Executive’s eligible dependents become covered validly elect to continue coverage under similar plans. The severance payment under this Subsection applicable law), (biv) shall be made within five (5) business days after Executive’s outstanding and vested stock options and/or stock appreciation rights as of Executive’s termination of employment terminatesdate (including, except but not limited to, any awards that such payment vest under clause (v) below) will remain exercisable until the nine (9) month anniversary of the termination of employment date; provided, however, that the post-termination exercise period for any individual stock option and/or stock appreciation right will not extend beyond the earlier of its original maximum term or the tenth (10th) anniversary of the original date of grant and (v) full accelerated vesting with respect to Executive’s then outstanding, unvested equity awards that were granted to Executive on or prior to the date hereof or during the Term (or any duly authorized extension thereof). For purposes of clarification, any subsequent determination by the Board or Compensation Committee of the Board to reduce the amount of acceleration following the term of this Agreement shall in no event be not affect any grants of equity awards made prior to the earliest date permitted by Section 409A(a)(2) expiration of the Code. If such payment must be delayed, as determined term unless otherwise agreed to in writing by the Company, then such payment shall be made on the earliest practicable date permitted by Section 409A(a)(2) of the CodeExecutive.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, and the termination is in In Connection with a Change of Control, then, provided that the termination of Executive’s employment constitutes a Separation from Service, subject to Section 8, Executive will receive: (i) a lump sum payment in an amount equal to 100% two hundred percent (200%) of the aggregate sum of Executive’s annual Base Salary plus the and Executive’s Target Annual Incentive for the year in which the termination occurs Bonus (less applicable tax withholdings); (ii) payout of his pro-rata Target Annual Bonus for the fiscal year of the Company in which termination occurs, provided Executive was eligible to receive such bonus in cash, such amount to be paid in one lump sum on or before March 15th of the succeeding fiscal year; (iii) each of Executive’s then outstanding unvested stock options and any other equity awards (other than any awards, including awards that would otherwise vest based on performance)only upon satisfaction of performance criteria, shall partially fully accelerate and become vested with (and exercisable settled within ten (10) days following vesting) respect to one hundred percent (100%) of the shares subject thereto, provided, that the performance criteria of any awards that would otherwise vest only upon satisfaction of performance criteria shall be deemed achieved at target levels unless the applicable grant documents or transaction documents provide for a number of shares that would have otherwise vested within the twenty-four (24) months following such termination of employment; (iii) a period of not less than six (6) months to exercise any vested stock options that were granted to Executive by the Company on or after the date of this Agreement (provided that such options shall expire, if earlier, on the date when they would have expired if Executive’s employment had not terminated)higher amount; and (iv) if Executive validly elects to continue coverage under COBRA, reimbursement for premiums paid for continued health benefits for the Executive (and any eligible dependents) under the Company’s health plans, payable when such premiums are due until the earlier of (A) twelve eighteen (1218) months or (B) the date upon which Executive and Executive’s eligible dependents become covered under similar plans. The Subject to Sections 8 and 9, the accelerated vesting described in subsection (iii) above shall be effective immediately as of the date on which Executive’s separation agreement and release of claims described in Section 8(a) may be revoked has expired, and any severance payment under this Subsection described in (bi) above shall be made within five made, and commence in the case of (5iv), on the later of the sixtieth (60th) business days day after Executive’s employment terminates, except that such payment shall in no event be made prior to Separation from Service or the earliest date permitted by Section 409A(a)(2) consummation of the Code. If such payment must be delayed, as determined by the Company, then such payment shall be made on the earliest practicable date permitted by Section 409A(a)(2) Change of the CodeControl.”

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, in either case during the Term or any duly authorized extension thereof (as set forth in Section 9 below), and the termination is in Connection with a Change of Control, then, subject to Section 8Sections 3, 5 and 6, Executive will receive: (i) eighteen (18) months of Executive’s base salary, as in effect immediately prior to the date of termination, payable in a lump sum payment in an amount equal to 100within thirty (30) days of the Release Effective Date, (ii) 150% of the aggregate average of Executive’s annual Base Salary plus two (2) most recent actual cash bonuses under the Target Annual Incentive Company’s executive bonus plan for the two (2) fiscal years prior to the year in which the termination occurs (less applicable tax withholdings); (ii) each of Executive’s then outstanding unvested stock options and any other equity awards termination occurs, payable in a lump sum payment within thirty (other than any awards that vest based on performance)30) days of the Release Effective Date, shall partially accelerate and become vested and exercisable for a number of shares that would have otherwise vested within the twenty-four (24) months following such termination of employment; (iii) a period of not less than six (6) months to exercise any vested stock options that were granted to Executive by pro-rata target bonus under the Company on or after Company’s executive bonus plan for the date of this Agreement (provided that such options shall expire, if earlier, on the date when they would have expired if fiscal year in which Executive’s employment had not terminated); and termination occurs, payable in a lump sum payment within thirty (30) days of the Release Effective Date, (iv) if Executive validly elects to continue coverage under COBRA, reimbursement for premiums paid for continued health benefits COBRA Benefits for the Executive (and any Executive’s eligible dependents) dependents under the Company’s health plansbenefit plans for eighteen (18) months following Executive’s termination of employment, payable when such premiums are due, or, at the Company’s sole discretion, in a one-time lump sum payment when such premiums are first due until the earlier of (A) twelve (12) months or (B) the date upon which provided Executive and Executive’s eligible dependents become covered validly elect to continue coverage under similar plans. The severance payment under this Subsection applicable law), and (bv) shall be made within five (5) business days after full accelerated vesting with respect to Executive’s employment terminatesthen outstanding, except unvested equity awards that such payment were granted to Executive on or prior to the date hereof or during the Term (or any duly authorized extension thereof). For purposes of clarification, any subsequent determination by the Board or Compensation Committee of the Board to reduce the amount of acceleration following the term of this Agreement shall in no event be not affect any grants of equity awards made prior to the earliest date permitted by Section 409A(a)(2) expiration of the Code. If such payment must be delayed, as determined term unless otherwise agreed to in writing by the Company, then such payment shall be made on the earliest practicable date permitted by Section 409A(a)(2) of the CodeExecutive.